Common use of Valid Issuance of Conversion Shares Clause in Contracts

Valid Issuance of Conversion Shares. The shares of Common Stock that may be issued under the Note (the “Conversion Shares”), when issued and delivered in accordance with the terms thereof for the consideration expressed therein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Note, and under applicable federal and state securities laws, will be free of all other liens and adverse claims.

Valid Issuance of Conversion Shares. The Conversion Shares to be issued, sold and delivered upon conversion of the Notes and any shares of Common Stock that may be issued under the Note (the “Conversion Shares”), when issued and delivered or issuable in accordance with the terms thereof for the consideration expressed thereinrespect thereof, will be duly and validly issued, fully paid and nonassessable and, based in part upon the representations and free warranties of restrictions on transfer, other than restrictions on transfer under the Lenders in this Agreement, the Note, and under will be issued in compliance with all applicable federal and state securities laws, will be free of all other liens and adverse claims.

Valid Issuance of Conversion Shares. The shares of Common Stock that may be issued under the issuable upon conversion of this Note (the “Conversion Shares” and together with this Note, the “Securities”)), when issued and delivered in accordance compliance with the terms thereof for the consideration expressed thereinof this Note, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Note, and under applicable federal and state securities laws, will be free of all other liens and adverse claims.fully

Valid Issuance of Conversion Shares. The shares of Common Stock that may be issued under the Note Notes (the “Conversion Shares”), when issued and delivered in accordance with the terms thereof for the consideration expressed therein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement, the NoteNotes, and under applicable federal and state securities laws, will be free of all other liens and adverse claims.